Excluded Asset definition

Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

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Excluded Asset has the meaning specified in the Security Agreement.

Excluded Asset shall have the meaning assigned thereto in Section 14.28.

Examples of Excluded Asset in a sentence

For the avoidance of doubt, such list does not include any Excluded Asset listed in clauses (i) through (xv) of Annex 9.1(b) attached hereto, any Shared Contract, or any Contracts with employees, consultants, or advisors, even if related to the operation and conduct of the Business as currently conducted, and includes Contracts that are no longer in effect.
Notwithstanding any provision to the contrary set forth in this Agreement, Buyer will not acquire, pursuant to this Agreement or any of the transactions contemplated hereby, any rights, title or interests in any Excluded Asset.
After the Closing, if Incyte or any of its Affiliates receives any property, refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Prelude in accordance with the terms of this Agreement, Incyte shall promptly remit, or shall cause to be remitted, such property or amount to Prelude or Prelude’s designee (net of any Taxes imposed on Incyte or its Affiliates with respect to the receipt of such amounts).
Each liability, obligation or commitment that relates exclusively to, or that arises exclusively out of, any Excluded Asset, or that arises out of the distribution to, or ownership by, Seller or any of the Selling Affiliates of any Excluded Asset or associated with the realization of the benefits of any Excluded Asset, whether arising before or after the Closing Date.

More Definitions of Excluded Asset

Excluded Asset shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

Excluded Asset has the meaning set forth in Section 1.2.

Excluded Asset means (a) any fee-owned Real Estate with a fair market value, individually, of less than $1,000,000 and all leasehold interests in any Real Estate, (b) motor vehicles and other assets (to the extent perfection must be obtained through notation on a certificate of title) and commercial tort claims with a value of less than $1,000,000, (c) pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the UCC), other than proceeds and receivables in respect thereof (unless such proceeds or receivables would otherwise constitute Excluded Asset), (d) any “intent to use” trademark applications for which a “statement of use” or an “amendment to allege use” has not been filed and accepted (but only until such statement or amendment is filed and accepted), (e) any interests in joint ventures, (f) Excluded Equity, (g) any general intangible, permit, lease, license, contract or agreement to which any Loan Party is a party or has any right, title or interest thereunder to the extent that such general intangible, permit, lease, license, contract or agreement contains a term or is subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than a Loan Party or Affiliate thereof) to, the creation, attachment or perfection of the security interest granted herein, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC) or principles of equity, (h) any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or Affiliate thereof), except to the extent any such agreement or term providing for such violation, invalidation or right of termination is ineffective or rendered unenforceable under applicable law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC) or principles of equity, (i) the Management Agreements (but not proceeds o...

Excluded Asset means either a lease by the Borrower or any Guarantor, as lessor, of a real property asset, or a promissory note held by the Borrower or any Guarantor which is secured by a Mortgage on real property, in either case where (a) any required base rental payment, or principal or interest payment, as the case may be, is more than 60 days past due or (b) in the case of a lease wherein the tenant is the subject of a Bankruptcy Proceeding, such lease has been rejected in bankruptcy; provided that assets with respect to real property subject to a lease rejected in bankruptcy shall cease to be considered Excluded Assets once such real property has been re-leased to a third-party which is not otherwise subject to clause (a) or (b) above.

Excluded Asset is any asset set forth in Section 2.4. ---------------

Excluded Asset means any asset other than a Transferred Business Asset or a Residual Asset, including, for the avoidance of doubt:

Excluded Asset means, to the extent any property is excluded from the Collateral solely by operation of Section 3.02, such property.